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Teacher Retirement System of Texas
Assistant General Counsel II (Investments)
Austin, TX 78701 United States
$89,682 to $147,976 annually, commensurate with qualifications and experience
In-house General Counsel
The Assistant General Counsel II for Investments performs advanced (senior-level) legal work.
This position reports to the Assistant General Counsel Manager for Investments.
Work involves providing counsel and related services regarding complex investment transactions and related matters; preparing and negotiating investment transaction documents; providing general legal counsel and representation to agency board of trustees and executive management; and providing research and other legal support.
Works under limited supervision with considerable latitude for initiative and independent judgment. May plan or assign the work of others.
• Provides legal advice to and represents the agency regarding:
o Over-the-Counter (OTC) derivative confirmation negotiations (including equity, commodity, FX and bespoke confirmations), master confirmation agreements, Dodd Frank regulatory compliance, futures clearing, International Swaps and Derivatives Association (ISDA) management, and OTC clearing, including training long/short internal portfolio managers and traders;
o Negotiation of investment management agreements with external managers and related matters;
o Investments in hedge funds, private equity funds, real asset funds, energy and natural resources funds, and related co-investment or principal investment funds;
o Investment operations, non-disclosure agreements, foreign investment documentation, investment policies, litigation analysis, and other duties as assigned; and
o The application of fiduciary duties to investment matters, policies, procedures, and operations.
• Manages and oversees outside investment counsel, including assigning transactions, managing workflow, evaluating work product, reviewing invoices, and negotiating fee reductions.
• Reviews compliance certificates and forms submitted by broker-dealers.
• Provides legal services relating to custody of pension assets and securities lending for the investment function.
• Prepares and negotiates soft dollar or commission sharing arrangements, and advises investment staff, agency management, and the board about such arrangements.
Investment Contracts and Documents
• Prepares requests for proposal or qualifications, and drafts and negotiates contracts with vendors (e.g., software licenses, custody agreements), investment consultants, external discretionary investment managers, outside legal counsel, clearinghouses, electronic trading platforms, and prime brokers.
• Reviews offering memoranda, subscription documents, and proposed contracts relating to private investments; and provides legal advice and services, including drafting and negotiating transaction documents, as assigned; and supervises execution of documents according to agency policies and procedures.
• Prepares memoranda, contracts, policies, guidelines, procedures, letters, bills, or analysis for legislative consideration, or other materials as assigned.
General Legal Counsel and Representation
• Attends meetings of the agency Board of Trustees, Board Committees, and internal investment committees; assists with preparation of meeting materials, such as drafting proposed resolutions and related materials, and preparing meeting minutes; and makes presentations, all as assigned.
• With outside counsel, represents the agency, as assigned, in litigation matters; researches and analyzes legal issues and prepares legal memoranda, pleadings, briefs, notices, motions, and orders; coordinates representation with the Attorney General and, as applicable, outside counsel; gathers and reviews evidence, prepares discovery responses and affidavits, and otherwise assists in defense and prosecution of litigation.
• Represents the agency, as assigned, in meetings and negotiations with other attorneys and external parties, including executive and legislative branches of Texas state government, auditors, investment consultants, and vendors.
Research and Support
• Reviews and provides advice regarding proposed state or federal legislation and regulations, including drafting comment letters or research memoranda for review and approval by agency management.
• Provides advice and assistance regarding all applicable existing or proposed federal, state, and agency laws, rules and policies.
• Provides advice and assistance on other matters as assigned, such as agency authority, records retention, open government laws, and other records management issues.
• Develops training materials and provides training to agency management and staff regarding areas of responsibility, as assigned.
• Conducts legal research and analysis with respect to assigned or referred matters.
• Prepares audit inquiry responses on behalf of the agency, as assigned.
• Reviews and advises on terms and conditions of coverage under fiduciary liability and directors and officers liability insurance (D&O) policies; negotiates renewal or replacement policies; and analyzes coverage, as assigned.
• Coordinates and reviews the related work of legal assistants, specialists, and support staff with regard to specific areas of responsibility.
• Leads or participates in special projects and serves in special roles, as assigned.
• Performs related work as assigned.
Education, training, experience:
Minimum Required Qualifications
• Juris Doctor (J.D.) degree from an accredited law school.
• Seven (7) years of full-time experience as a transactional attorney.
• Three (3) years of experience in at least one of the following areas: private equity transactions or derivatives contracts. (Experience may run concurrently.)
Registration, Certification, or Licensure:
• Licensed to practice law in the State of Texas and a member in good standing of the State Bar of Texas; or hold a valid, active law license issued by another state and be eligible for Texas licensure under Board of Law Examiners Rule XIII: Attorneys From Other Jurisdictions (candidate must obtain Texas license within eight months of hire date).
• Five (5) years of experience providing legal services for private equity transactions and derivatives contracts.
• Experience interpreting and providing advice and counsel regarding trust law and fiduciary duties of trustees of a public pension plan or an ERISA plan.
• Experience effectively and succinctly communicating with a high-level audience, such as a governing Board or executive management.
• Experience overseeing and managing outside counsel.
• Knowledge of the Texas legislative process and Texas state agency procurement laws and regulations, open government laws, statutory interpretation and code construction, and public entity authority issues.
Knowledge, Skills and Abilities
• Securities litigation, over-the-counter derivatives contracts and transactions, Securities and Exchange Commission (SEC) filings, partnership law (partnership tax), federal regulation of securities and commodities, regulation of broker-dealers and investment advisers, and/or international investment law.
• Legal issues and concepts in at least one area of law relevant to job functions pertaining to the agency investment program.
• Fiduciary responsibilities or ethics issues.
• Monitoring, reviewing, drafting, and advising on legislation.
• Written and verbal communications, including awareness of reactions to others; analyzing, developing and advocating legal positions; giving advice; and preparing and presenting complex legal documents or reports to a variety of audiences.
• Negotiating, mediating, and resolving agreements and disputes.
• Performing legal research and analysis of relevant information and in rendering advice based on sound legal judgment.
• Task management and organization, including setting priorities to meet deadlines and manage a high-volume workload in a fast-paced and -changing environment, while completing detailed work with a high degree of timeliness, appropriate brevity and economy, and accuracy.
• Using a computer in a Windows environment with word processing, spreadsheet, and other business software (Microsoft Office, Adobe Acrobat, Westlaw, Tamale, etc.).
• Establish and maintain harmonious, productive, efficient, and mutually beneficial working relationships of trust with co-workers, other agency staff, and external contacts (such as consultants, outside fund management, opposing counsel, state government personnel, and the public).
• Work effectively in a professional team environment.
Physical Requirements and/or Working Conditions
Work is performed in a standard office environment and requires:
• normal cognitive abilities including the ability to learn, recall, and apply certain practices and policies;
• marginal or corrected visual and auditory requirements;
• constant use of personal computers, copiers, printers, and telephones;
• the ability to move about the office to access file cabinets and office machinery;
• frequent sitting and/or remaining in a stationary position; and
• the ability to work under deadlines, as a team member, and in direct contact with others.
Must be able to:
• regularly, reliably, and punctually attend work;
• work extended hours as necessary;
• travel occasionally for work assignments and trainings;
• show flexibility and adaptability toward changes in assignments and work schedules;
• adhere to the agency’s internal management policies and procedures; and
• exhibit work behaviors consistent with agency core values.
Terms & Conditions